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Bolt Biotherapeutics, Inc.

For the period ended May 27, 2025. Filed Apr 25, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 27, 2025 · Filed Apr 25, 2025

BOLT$6.54+2.5%Stored close · as of Nov 6, 2026
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Appendix A

Form of Certificate of Amendment

of the Amended and Restated Certificate of Incorporation

of Bolt Biotherapeutics, Inc.

Bolt Biotherapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that:

First: The name of this corporation is Bolt Biotherapeutics, Inc. (the “Company”).

Second: The date of filing of the original Certificate of Incorporation of this Company with the Secretary of State of the State of Delaware was January 22, 2015 and the date of filing of the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware was February 9, 2021.

Third: Paragraph A of ARTICLE IV of the Company’s Amended and Restated Certificate of Incorporation be, and it hereby is, amended and restated to read in its entirety as follows:

“A. This Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Company is authorized to issue is 210,000,000 shares. 200,000,000 shares of which shall be Common Stock, having a par value per share of $0.00001. 10,000,000 shares of which shall be Preferred Stock, having a par value per share of $0.00001.

Effective upon the effectiveness of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), each [Ten (10), Eleven (11), Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15), Sixteen (16), Seventeen (17), Eighteen (18), Nineteen (19), Twenty (20), Twenty-One (21), Twenty-Two (22), Twenty-Three (23), Twenty-Four (24), Twenty-Five (25)][1]shares of Common Stock issued immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be reclassified and combined into one (1) share of Common Stock. No fractional shares shall be issued and, in lieu thereof, any holder of less than one (1) share of Common Stock shall, upon surrender after the Effective Time of a certificate, which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, be entitled to receive cash for such holder’s fractional share based upon the closing sales price of the Common Stock as reported on The Nasdaq Capital Market on the date that this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company becomes effective.”

Fourth: The foregoing amendment was submitted to the stockholders of the Company for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Fifth: This Certificate of Amendment shall be effective at 5:00 p.m. Eastern Time on , 2025.

In Witness Whereof, Bolt Biotherapeutics, Inc. has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer this day of , 2025.

[1] The board of directors of the Company (the “Board”) adopted a resolution approving Sixteen (16) separate amendments to the Amended and Restated Certificate of Incorporation, as amended, of the Company. These amendments approve the combination of any whole number of shares of Common Stock between and including Ten (10) and Twenty-Five (25) into one share of Common Stock. By approving Proposal No. 3, you are approving each of the Sixteen (16) amendments proposed by the Board. The Certificate of Amendment filed with the Secretary of State of the State of Delaware will include only that amendment determined by the Board to be in the best interests of the Company and its stockholders. The other Fifteen (15) proposed amendments will be abandoned pursuant to Section 242(c) of the Delaware General Corporation Law. The Board may also elect not to do any reverse split in which all Sixteen (16) proposed amendments will be abandoned. In accordance with these resolutions, the Board will not implement any amendment providing for a different split ratio.

BOLT BIOTHERAPEUTICS, INC.

By:___________________________________

William P. Quinn

President and Chief Executive Officer

BOLT logo BIOTHERAPEUTICS C/OTABULATOR, P.O.BOX8016, CARY, NC 27512-9903 Your vote matters! Have your ballot ready Have your ballot ready and please use one of the methods below for easy voting: Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. Bolt Biotherapeutics, Inc. Annual Meeting of Stockholders For Stockholders of record as of April 15, 2025 Tuesday, May 27, 2025 11:00 AM, Pacific Time Annual meeting to be held via the internet - please visit www.proxydocs.com/BOLT for more details. YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 11:00 AM, Pacific Time, May 27, 2025. Internet: www.proxydocs.com/BOLT Cast your vote online Have your Proxy Card ready Follow the simple instructions to record your vote Phone: 1-855-773-1625 Use any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions Mail: Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid envelope provided Virtual: You must register to attend the meeting online and/or participate at www.proxydocs.com/BOLT This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints William P. Quinn and Grant Yonehiro (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Bolt Biotherapeutics, Inc., which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS' RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors' recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright© 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved

BOLT logo BIOTHERAPEUTICS Bolt Biotherapeutics, Inc. Annual Meeting of Stockholders Please make your marks like this: THE BOARD OF DIRECTORS RECO-ENDS A VOTE: FOR PROPOSALS 1, 2 AND 3 PROPOSAL. 1.01 To elect our two nominees for Class I directors to serve until our 2028 Annual Meeting of Stockholders; 1.01Laura Bemer 1.02 Brian O'Callaghan 2 To ratify the selection by the audit committee of the Board of Directors of PricewaterhooseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025; 3. Approval of an amendment to our certificate of Incorporation to effect a reverse stock split of our issued and outstanding common stock; and 4. To conduct any other business property brought before the 2025 Annual Meeting of Stockholders. YOURYOTE BOARD Of DIRECTORS RECOMMENDS FOR FOR FOR FOR FOR FOR AGAINST ABSTAIN WITHHOLD You must register to attend the meeting online and/or participate at www.proxydocs.com/BOLT Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the ProxyVote Form. Signature (and Title If applicable) Date Signature (If held jointly) Date

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